Equestria Changes

by Nuly90

First published

The changeling invasion of Canterlot was successful. Changelings have dispersed throughout pony society and are in complete control. Is there any way they can be stopped?

The changelings have taken over, and nopony even knows. With changelings dispersed across Equestria, feeding on the ponies' love, can they be stopped?

Note: Due to the way that changelings feed, there will of course be some shipping. Non-cannon ships will be temporary and induced by changeling magic, so try not to get too upset if there's a ship you don't like. Sexual content will be kept to a minimum. If at any point the rating is changed to mature, it will be for dark themes or gore.

Chapter 1: Equestria Falls

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Twilight and her friends were in the throne room in Canterlot Castle. There were changelings everywhere, and Princess Celestia hung suspended in a cocoon from the ceiling. Queen Chrysalis was distracted; now was her chance. Quickly, Twilight freed Cadence of the bonds keeping her feet rooted to the floor and whispered: “Quick, go to him while you still have the chance.” As Cadence ran to Shining Armor, though, Chrysalis took notice.

“Ah ah ah,” Chrysalis said in a sing-song voice, “I can’t have you spoiling my plans now, when I have you firmly in my grasp.” Chrysalis’s horn lit up and Cadence found herself transported by portal to a dungeon somewhere. Green light obliterated consciousness, and the last sound Twilight heard was Chrysalis’s laughter.

***

Dr. Whooves stood in the street, eyes frantically searching as his head swung back and forth. Other ponies ran, but he wanted some idea of a destination first; blindly running would do no good. He looked up and saw cracks in the shield. There was little time left. He had been hoping for something he could use as a weapon, but he now abandoned his search. “Come Roseluck!” he shouted. Doctor Whooves sprinted to the nearest alleyway. If he and Roseluck were going to be fighting hoof-to-hoof they would need some sort of defensible position, and that alley was the best they were going to get.

Secured in the alley, or at least as secure as they could be, Doctor Whooves and Roseluck stood facing away from each other. Changelings rained down from the sky like Daleks on Gallifrey. He shuddered. It was too much like Gallifrey, and just as hopeless. As the changelings attacked, he lost himself in the fight. He fought with every part of his body, just as fiercely as any day in the Time War. For a moment that felt like years this carried on. The changelings that fell before him seemed to be Daleks, and cries of “Exterminate!” seemed to fill his ears, though he knew it to be all in his mind.

A grunt from behind him brought him back to reality. “Roseluck?” he called, fear in his eyes. He couldn’t lose her; he just couldn’t!

“I’m here!” replied Roseluck’s voice behind him. Relief flooded through him, and he fought on. Something struck the back of his head, and just for a moment he lost his balance. That moment was a moment too long. In no time he had a changeling on each limb, secreting a green substance from somewhere. He would have been fascinated if he weren’t terrified. He turned his head and saw Roseluck in much the same condition. In no time they were both bound tightly, and Doctor Whooves could see no escape.

A glance around showed that he had lasted longer than most. There were few ponies still free, and they were quickly subdued. It looked like the invasion had been successful. Doctor Whooves looked at Roseluck with tears in his eyes. She had her head held up high, and there was no fear in her expression. She was so brave. He heard a sound from the castle and looked in that direction. Shining Armor and Princess Mi Amore Cadenza were surrounded by a glow. He could see them floating in the air through one of the windows. Waves of magic expanded from the royal couple, and he looked down to see his restraints dissolve. He glanced around to see everypony else being freed as well before fighting his way to Roseluck. A laugh escaped him; there was a chance!

He fought with a furious intensity, beyond even what he had done before. Changelings fell before him and he and Roseluck ran to join the guards they saw running the changelings out of the streets. Without an enemy directly before him, though, he began to feel his exhaustion. Roseluck was flagging as well, he saw, so he stopped in the street and let the guards do their jobs. Soon there was not a changeling to be seen in all of Canterlot, and nopony noticed that there were far more guards than there should have been.

***

Princess Celestia addressed the ponies of Canterlot. Narv supposed that was her name now, just as Narv supposed it was now a female. Celestia paid little attention to what she said; imitating the words of the princess was no more difficult than imitating her form, and Narv had practiced for years. She rambled on for a while, the only difficult part was stifling moans of ecstasy as the ponies’ adoration filled her with power. This was a feast, and it would never end. Narv couldn’t help but smile at that; fortunately she was spouting some rubbish about how ponies would recover stronger than ever from the changeling attack, so the smile didn’t look out of place. Her speech ended, and she closed her eyes, taking deep breaths as she soaked up the ponies’ love. This was going to be a good job.

Narv turned to go back into the palace as the ponies milled about outside. The ponies were thoroughly excited about their supposed victory, and the changelings dispersed among them fed their excitement. This was the start of a new era for the changeling race, and as the second to her queen, Narv would be playing a large role in bringing it about. Chrysalis was waiting inside, and with no eyes to think it odd, Narv bowed in deference. “How does it feel, Narv?” Chrysalis asked.

“It is everything I dreamed and more, Your Highness,” Narv replied. “I cannot thank you enough for granting me this position.”

“Nonsense,” said Chrysalis. “I could give my second nothing less. You have earned this through your service.”

“Nevertheless, I thank you.” With that, Narv strode closer to her queen to discuss their plans for the changeling race.

***

In Ponyville, Mayor Mare beamed as she looked around. Balloons all but covered the ceiling, and streamers hung down. Everypony was smiling and dancing, and even Berry Punch seemed to have little time between dances to drink. It wasn’t quite up to par with Pinkie Pie’s parties, but Pinkie had only just returned from Canterlot and the party had had to be prepared without her. Still, the occasion helped to make up for Pinkie’s lack of involvement. The majority of the credit for everypony’s smiling faces went to the changeling defeat. Besides, their heroes were here now, and Pinkie was, as always, the life of the party. The Mayor’s only concern was a logistical one: had she bought enough cakes?

***

Twilight woke in darkness. She tried lighting her horn, but felt something blocking her magic. Of course magic would be inhibited in a cell. She got up carefully and began feeling out the dimensions of the room. Two steps and she felt something soft under her hoof. This soft lump shifted and said in Rainbow Dash’s voice: “Hey, watch it!”

“Sorry, Rainbow.”

“Twilight?” Rainbow said. “Where are we?”

“I’m not sure, Rainbow. It seems to be a cell of some sort, but I don’t think we’re in the dungeons under Canterlot Castle. All I know for sure is that my magic is blocked.” The others woke then, and Twilight heard voices from Applejack, Rarity, Fluttershy, and Pinkie Pie in turn. There was only one voice missing. “Where’s Spike?” asked Twilight.

“I don’t hear his breathing, Twilight,” said Fluttershy. “He must not be in here.”

“Maybe he managed to escape, and he’ll come rescue us,” said Applejack.

“Perhaps,” said Twilight, “but we shouldn’t count on it. They might just have him in a different cell. We need to start figuring out how we can escape on our own.” With that, the six ponies gathered together and began to discuss their plans. In each of two other cells, the same six ponies went through almost the same routine, discussing the same plans almost word for word.

***

Deep within an underground labyrinth, Spike woke with a start. He looked around, wondering how he had gotten there, but he had no time to puzzle anything out before a white pony flashed through one of the tunnels, carried by changelings. There were three diamonds on that mare’s thigh. Spike immediately gave pursuit, shouting “Rarity!” but they were out of sight. Spike almost sat down and cried, but stopped himself. Crying would not help Rarity. Realizing he would have to be careful if he wanted any hope of success, he set off at a steady trot in the direction Rarity had gone.

***

Celestia’s cheeks flushed with rage at what the changelings had done to Equestria. Around her was what looked to be gray fog, save for a window that displayed Equestria under changeling rule. On Luna and Cadence’s faces she saw the expression she knew must be on her own. They both looked ready to kill, and frustration at not being able to do anything had them shaking. Tears rolled down their cheeks from the sorrow they felt at knowing what was happening to their ponies. Celestia knew that she would have her revenge, and refused to admit to herself that she had already considered and rejected every possible way to achieve that. There must be a way.

Chapter 2: Out of the Cell, Into the Labyrinth

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“Ugh!” Twilight tossed her head and stamped her hoof in frustration. “This is getting nowhere. We need more information or we can’t do anything, but it’s too dark in here to see and I can’t use magic to light my horn.”

“Well if you needed light you should’ve just asked, silly,” Pinkie Pie chimed in. “More things than just magic give off light.” With that, there was a rustling, a clink, and Pinkie suddenly appeared in the warm glow of a small fire, with a rock in each hoof.

Twilight’s mouth worked soundlessly as she tried to come up with something to say, but after a while she gave up and didn’t question it. It was Pinkie Pie. Instead of speaking, Twilight took a look around. Around them were three bare stone walls to match an equally bare floor and ceiling. One of the walls had a crack in it from where a root had grown through and split the stone, but it was far too narrow for them to escape through it. The root explained where Pinkie had found firewood, and closer investigation of the walls found that the prison had been built sloppily, apparently using whatever rocks had been lying around. That explained where Pinkie had gotten flint. Twilight experimentally tried to loosen some of the rocks, but they had been magically fused into one piece. The remaining wall consisted of vertical iron bars, and she could see no guards in the darkness beyond it.

“W-why aren’t they guarding us?” Fluttershy wondered aloud. “Do they have something waiting for us if we try to escape?”

“Can you see well enough to be sure there are no guards, Fluttershy?” asked Twilight.

“Yes,” Fluttershy responded. “Some of the animals I take care of are sensitive to light. I have to be able to see them in darkness if I’m going to take care of them.”

“Whether they have something waiting for us or not, we’ll handle it together,” said Applejack.

“B-but how are we going to get out of this cell?” asked Fluttershy.

“Yeah, Twilight,” said Rainbow Dash. “We need a plan.”

“Hmm…” Twilight stroked her chin with a hoof. It didn’t actually help her thought process, but she liked how it tended to make her look smart. She looked at the bars, then to Applejack, then the fire. “That’s it! Applejack, could you break those bars if we weakened them some?”

“Well, if you weaken them enough I reckon I can,” responded Applejack. “How do you reckon to weaken them without your magic?”

“Fires give off a lot of heat,” answered Twilight. “With Rainbow Dash fanning the fire with her wings, and especially if I can find some combustible minerals among the debris from that wall, we should be able to heat the bar to near its melting point.”

“Okie dokie lokie!” said Pinkie Pie. “Let’s get started!” The others stared, openmouthed, as Pinkie picked up the fire by the bottom length of charred root, somehow not burning herself, and carried the entire fire to the base of one of the bars. “What? We can’t heat the bars with the fire all the way in the middle of the room.”

Twilight shook her head and went to the pile of rocks by where the root broke in to search for useful minerals. She found some bauxite, glittering with aluminum, and grinned; the bars were thoroughly rusted. With Applejack’s help she smashed the rocks and Rarity helped to separate the flakes of Aluminum. Taking that to the rusty old bar and the fire, Twilight mixed some thermite at the bases of three bars. That would be enough to let them slip through. When the bases of the bars were white hot, Twilight motioned Applejack to proceed. With three separate bangs Twilight was sure would notify any guards that may have been hiding out of sight, Applejack snapped the bars and bent them high enough for them to crawl under.

Rainbow Dash sprang into action in case any guards did decide to show up. With a mighty flap of her wings she propelled the thermite into the hallway. She followed immediately after looking ready for a fight. None came, and the slump to Rainbow’s shoulders showed her to be mildly disappointed. The others followed a bit more cautiously, and soon the entire group was outside the cell. “Now what?” said Rainbow Dash.

“Now we keep going until we find an exit,” said Twilight. “There’s bound to be an exit somewhere nearby; that root in the cell means we’re near the surface.”

“But what about light, darling?” asked Rarity. “We can’t go stumbling through tunnels that might be full of changelings in the dark.”

Applejack answered this by breaking off a piece of the root and lighting it on the thermite still burning in the hall. Rainbow Dash followed suit and gestured for them to move on. They moved along the hallway, passing several empty cells, before Fluttershy suddenly stopped. “I’ve been meaning to tell you, Twilight, but you sounded so sure, and you all agreed with her and-“

“What is it, Fluttershy?” said Twilight.

“Umm, well, I don’t think there’s going to be an exit nearby.”

“Why’s that?” demanded Rainbow Dash.

“Well, for one thing, they wouldn’t put prisoners near an exit; I certainly don’t put my more stubborn patients anywhere they could get away from me. And for another, that tunnel up ahead goes down.”

This brought worried glances passed between the six, before Applejack let out a somewhat muffled sigh. “We forge ahead. That’s just all there is to it.”

“Yeah,” said Rainbow Dash around her torch, “we’ll be out of here in no time. They wouldn’t want to carry us a long way before putting us in our cells any more than they’d want it to be easy for us to escape.”

A foreboding silence fell on the group as they walked on. None of them wanted to mention it, but they all remembered how Chrysalis had made use of portals. They continued walking until Rainbow Dash and Applejack were forced to drop their torches, then stumbled on in the dark until they saw a light up ahead. “That must be the way out!” said Rainbow Dash as she surged ahead.

“Woah, there!” said Applejack. “We should stick together.”

“It might be guards,” squeaked Fluttershy.

“Applejack and Fluttershy are right,” said Twilight. “We need to be careful. Who knows what might be waiting for us.”

“W-waiting?” said Fluttershy. The others could hear her shaking.

“Don’t worry, darling,” said Rarity. “They can’t possibly know we’ve escaped.”

This seemed to calm Fluttershy somewhat, and Twilight reminded them of the task at hand. “We need to keep moving, but stay quiet and if anyone is up there, we can’t let them see us.” The group walked forward in solemn silence. Eventually, they came upon the source of the light and laid flat on the floor to watch, unseen.

It was a square room, well lit, with wooden chairs and tables. Ten changelings sat interspersed throughout the room, sometimes playing games in pairs. One of them had its horn lit, and Twilight could feel the force blocking her from using magic pulsing in time with that horn. That was the changeling maintaining the field; she was sure of it. Twilight motioned the others to back into the hallway and began backing up herself. When the group was out of earshot of the changelings, Twilight told them the plan. “We have to get through that room. There’s no other way to go on. The problem is, from what we’ve seen of changelings they appear to cooperate without needing words. That indicates some sort of telepathy. With that in mind, we have to knock them unconscious without any of them seeing. I could do it with magic if we could separate the one with its horn lit up from the others and take it out first. I think I can draw it out if it feels me trying to use my magic, but you’re all going to have to be ready to take it out before I’m seen.”

“We’ve got you covered, Twilight,” said Rainbow Dash. The others voiced their agreement, even Fluttershy looking determined.

“Here goes nothing, then,” said Twilight. “Get in your positions.” Once the others positioned themselves in shadows by the walls so that not even Twilight could see them, she closed her eyes and felt the magic inhibitor field. She needed to try enough to be noticed, but not enough for the guard to be sure. Slowly and carefully, Twilight increased the effort she put into overcoming the field. She felt the field reverberating in response, just enough for the caster to feel a slight tickle. She stopped quickly, hoping that it hadn’t been too much.

A quiet thud sounded from in the hallway and Twilight felt the field collapse. A grin spread across her face; her friends had done it. She powered her horn, prepared a knockout spell strong enough to disable the remaining changelings instantly, and stalked back to the lit doorway. She peeked inside and released the spell. The changelings all collapsed to the floor and none saw her. Twilight let out a sigh of relief and let her friends know they could enter. They opened a door on the side of the room and found a small barracks with changelings sleeping inside. Twilight cast a spell to keep them asleep for a few days, and did the same to the changelings who had been keeping guard. A paper found on the table detailed their orders, and revealed that no changelings would be coming to relieve this group for another week.

“It looks like we’re safe now,” said Twilight. “Nopony is going to find out we’ve escaped until these guards wake up, and they won’t wake for days yet.”

“You look tired, Twilight,” said Fluttershy. “Maybe we can rest here for a bit.”

They were all tired, Twilight realized. Their ears drooped, and their eyelids sagged. That period of unconsciousness from when they were captured must not have been very restful, and they had all had a hard week preparing for Cadence’s wedding. Twilight nodded her head wearily. “We’ll rest here. It looks like we have a long way to go if they were recycling guards so infrequently.” With that, they gathered closely together and laid down to sleep. The cave was stark and unfriendly, and just the feel of having somepony close enough to touch was a comfort.

Chapter 3: Split Among Three

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“Alright, girls,” said Twilight. “Stand back. I’m going to try this and I don’t know for sure what’s going to happen.” The other five ponies backed away in the darkness of the cell and a feeble green light began to flicker around Twilight as her horn began emitting sparks and weak flashes. The pulsing green light began to pick up frequency and strength until it became a solid glow. That glow brightened until they could all see the inside of the cell and a little way beyond the vertical iron bars that made up one wall. Applejack noticed with interest that there appeared to be no guards in the hallway.

“Excellent!” exclaimed Twilight. “With changeling magic I should be able to break us out of here.” With that, Twilight blasted the bars, thereby opening a hole through which they could escape. Rainbow Dash immediately went through the gap, ready to fight any guards the changelings may have left, and her shoulders slumped with disappointment when she found none. The other five ponies followed a bit more cautiously, and they all gathered outside the cell.

“What’s the plan, Twilight?” asked Applejack.

“We can’t stay here and expect to escape, so the only option is to start moving. Hopefully, we’re somewhere near the surface.”

“Can’t you just teleport us out?” asked Rainbow Dash.

“I wish it were that simple. I don’t know much of anything about changeling magic, and trying to teleport with it without even knowing the starting location would be extremely dangerous.”

“Well, then, there aint time to waste. If the only choice is to get moving, I say we get moving,” said Applejack as she suited her words. Once she reached the edge of the green circle of light, she looked back and gave the other five a flat stare. “You comin’?” With that, Twilight took the lead and the remaining four fell in silently. Eventually they came across a guard station, where Twilight easily incapacitated the guards, and after learning from the guards’ orders that they weren’t to be replaced for another week, the six ponies laid down to rest.

***

“Alright, girls,” said Twilight. “Stand back. I’m going to try this and I don’t know for sure what’s going to happen.” The other five ponies backed away in the darkness of the cell and Twilight slowly managed to light her horn in the green of changeling magic. Pinkie didn’t quite understand the details of what Twilight said she was doing, and the others probably didn’t either. Pinkie just giggled at how everypony else just bobbed their heads and pretended that Twilight’s technical jargon made sense. She started bouncing up and down in excitement for her friend’s success as the green light gained strength.

“Excellent!” exclaimed Twilight. “With changeling magic I should be able to break us out of here.” With that, Twilight blasted the bars, thereby opening a hole through which they could escape. Rainbow Dash crouched down, ready to defend her friends if anypony came. Pinkie could see why she hadn’t gone out into the hall, though she was clearly eager to fight changelings; there was more room in the cell. Pinkie bounded through the hole after a moment, followed soon after by her friends.

“Why do yall reckon they’re not guarding us?” asked Applejack.

“M-maybe they’re waiting for us,” squeaked Fluttershy.

“Or maybe Princess Luna showed up and defeated them already, but didn’t know where we were,” said Pinkie Pie.

“They definitely haven’t been defeated, Pinkie. I can still feel them suppressing my pony magic, so they must be nearby.”

“Well, there’s no point in waiting around here. If they’re waiting for us, that doesn’t mean we can’t surprise them.” With that, Pinkie started bounding ahead, and the others were forced to follow. She told jokes all the while, and soon everypony had a smile on their face. At the others’ urging, she fell silent when they approached the guard station until Twilight had the changelings knocked unconscious. When they stopped to rest for the night, the six ponies laughed themselves to sleep.

***

The changeling that was impersonating Twilight rose quietly from the group, careful not to wake either of the actual ponies sleeping nearby. It felt for the hive telepathically, and found that the real Twilight had in fact managed to incapacitate the changelings in one of the other guardhouses. Impressed, it quickly made its way there through the secret passages strewn throughout the labyrinth. Finding the unconscious guards in their barracks, it cast a spell to revive them. How did it go for your group?

The mage in the group responded with a snarl. It was a fellow changeling who knocked me out. It could have just pretended.

You know we have to keep it as realistic as possible. We don’t want the ponies figuring out that we’re feeding on their friendship, and if that means some of us have to take knocks on the head, so be it, responded the Twilight impersonator.

They have no love for me. What do I get out of it? I haven’t had a decent meal in months!

That’s part of the reason I’m here. I’m to share the love I’ve been getting from my ‘friends’ with the lot of you, so stop complaining. The Twilight impersonator once again lit its horn, and the other changelings drank in the love it fed them. That’s all for tonight. There will be more tomorrow night, and every night thereafter. None of us will go hungry again. It then left the others and went back to its group through the secret passages. It laid down between Fluttershy and Applejack, taking care to wake neither, and went to sleep.